Avengers: Earth's Mightiest Heroes - Maximal Alliance!
by WOLFWATCHER12
Summary: My first crossover between Avengers: EMH and Beast Wars. The Avengers must ally themselves with Optimus Primal and the Maximals if they are to save the universe from Megatron and the Predcons before the galaxy is doomed. Pairing(s): Spider-Man x Harem, Cheetor x Override, Vision x Scarlet Witch and Airrazor x Tigatron. Rated M for content and language.


Howdy there everyone! I am pleased to inform you all that I am now working on my very first ever crossover between two cartoons I have watched before. One from the late 1990's, one from the early 2010's. Beast Wars: Transformers and Avengers: Earth's Mightiest Heroes! In this story, Iron Man, Captain America, Wasp, Hulk, Black Panther, Ms. Marvel, Thor, Hawkeye and Spider-Man make allies with the Maximals after they land on Earth. Optimus Primal informs the Avengers about Megatron and his Predacons who are on their way to turn Earth into a weapon, but they need Earth's energy sources drained. Now, The Avengers and the Maximals must work together to stop Megatron before he conquers the universe. Oh, and my pairing for this story is a three way between Spider-Man, Ms. Marvel, She-Hulk, Mary Jane Watson and Wasp. And now let the story begin!

* * *

Disclaimer: I do not own Transformers/Beast Wars in any way. All rights go to Hasbro. I also do not own Avengers: Earth's Mightiest Heroes. All rights go to Christopher Yost, Stan Lee, Disney XD and Marvel.

* * *

Chapter 1: Avengers Maximize!

Not too long ago, a group of 75 super villains broke out of every prison. And there came a day unlike any other, when Earth's Mightiest Heroes found themselves united against a common threat. On that day, they became The Avengers. The invincible armored Iron Man/Tony Stark, Thor: Prince of Thunder, Dr. Bruce Banner/The Incredible Hulk: strongest hero there is, Steve Rogers/Captain America, the First avenger, Janet Van Dyne/The Winsome Wasp, and T'Challa, king of the African nation of Wakanda/the Black Panther. But then, they gained new members. One of which was walking around the Avengers Mansion right now. It was a young man in a red and blue costume with cobwebs around the red parts. He had a big white spider logo on the back and the chest, his face looked like he was 17 years old, he had messy brown hair and brown eyes too. This was Peter Parker, also known as, the amazing, ultimate, spectacular Spider-Man. He was visiting the mansion to see Maj. Carol Danvers, A.K.A. Ms. Marvel. She got her powers after she was infused with Kree energy during an incident with Kree Sentry Robot 459.

 **(A/N: I'm using the outfit I saw in the Spider-Man E3 Trailer from Insomniac Games. I can't wait for it to come out!)**

"Hey, Carol." Peter said as he walked into the room where Ms. Marvel was in. She was taller than him in size, had long blond hair, beautiful blue eyes and was wearing a red and black outfit with a yellow starburst on her chest, and her boots went up to her thighs. Peter loved the way she towered over him, she was in her twenties. "What 'cha up to?"

"Not much, Peter." Carol replied. "You've been okay?"

"Yep." he replied. "Why'd you call me earlier?"

"Well, I called you to ask you something." Carol said, as she began. "You remember when you and Cap saved those people in the sewers from the Serpent Society?"

"Yeah, why?"

"Well, when I first met you, I always thought you were vigilante who wanted glory or vengeance." Ms. Marvel replied. "But, it looks like I was wrong. You're actually a cute boy, growing up into a fine young man, and it was very heroic of you to save those people, even if Jameson tried to turn the public against you." Carol pressed her lips to his cheek and made him blush a very bright red.

"Uh...Thanks, Carol. I gotta admit, hearing that from you kinda makes me blush." Peter said, nervously with his face burning. He then noticed a lipstick mark on his face.

"Awww. Nothing to be embarrassed about, Peter." she mused.

"Oh, I think I should inform you of mishap I had before I joined the Avengers."

"What kind of mishap?" Carol wondered.

"Well, it all started before the Fall Formal at my school, Midtown High." Peter began to tell his story. "I was desperately in need of a date, so I wanted to ask out Betty Brant."

"The Secretary at the Daily Bugle?" Carol raised her eyebrow. "This was last year, right?"

"Yes." Peter continued with what happened. "But, she turned me down, and I felt like I lost a bet to Flash Thompson. He's always been shoving me into my locker, and ruining my life."

Carol was bug-eyed with shock. "You made a bet with a guy who has been bullying you, and you asked a twenty-four year old woman to a high school dance? Yet, that woman turned you down?" Peter nodded, and Carol said, "God, that was a foolish move, Pete. Next time, be careful with who you make a bet with, and go to the dance with someone your own age."

"Wait, there's more." Peter said. "As it turned out, my Aunt May planned everything for me to go to the dance, because she insisted that I go with the girl who lives next door to me, Mary Jane Watson."

Ms. Marvel did not know this at all. "I don't think I've met her yet." she said.

"When I first met Mary Jane, I was flabbergasted to find out that she was my age, and she said to me 'Face it, Tiger. You just hit the jackpot.' when she was at my front door."

 **(A/N: I didn't make that up. It happened on The Spectacular Spider-Man cartoon. I always thought that in the Brand New Day storyline, Peter would go back to dating Betty Brant, but I could have been wrong.)**

"So you went with Mary Jane anyway?" Carol asked.

"Yep, Flash lost the bet, and had to dress as a cheerleader for Halloween." Peter replied.

Carol was stunned by this, she began to choke up a little and then laughed about that. "What?! He dressed as a cheerleader for Halloween?!" she kept on laughing. "That must have been hilarious!"

"It sure was." Peter said, laughing along with her..

Carol stopped laughing, cleared her throat and then got a stern look on her face. "But I'm serious Peter, next time you make a bet with someone, be careful. Don't do something you might regret." she said, getting her serious look on her face. "Also, next time your desperately in need of a date for the next dance at you school, come find me. Okay?"

Peter was wide eyed in surprise. He had no idea that an air force pilot was willing to go to a high school dance with him, no matter what the age gap is. "You really mean it?" he asked. "You'd really do that, because of me?"

"Of course I would." Carol said, embracing him. Just then, there was a knock at at he door. "Come in."

They see a woman with short brown hair and blue eyes wearing a black outfit with gold accents on it, gold gloves and boots and had insect wings on her back walked into the room. This was Janet Van Dyne/Wasp, she was enamored by Dr. Henry Pym, the original Ant-Man who helped form the Avengers, but he left after the incident with Ultron, a robot he created to be his assistant but became a sentient life form all his own. He also became Yellowjacket, and beat her up, so she broke it off with him.

"Hey guys." Jan said, greeting them.

"Hey, Jan." Carol said, hugging her. "What's been with you?"

"Oh, I'm just feeling really bummed." Janet said, letting a sigh escape her mouth. "I feel like I shut Hank out of my life forever." she felt tears flowing down her cheek, and then she felt Spidey's finger wiping it off. "Thank you, Peter. You're like the little brother I never had." she hugged the web-spinning wonder.

"Thank you, Janet." Peter replied. "I was just telling Carol about that time I had at the Midtown High Fall Formal."

"You mean the time you felt like you made a rotten bet with a guy you hate?" Jan pointed out. "Oh, right."

"Yeah, he said he felt sad that Betty Brant turned him down." Carol replied.

"Wait a minute, you tried to ask Betty out?" Jan asked, feeling like she heard that name before.

"Yeah, you knew her?"

"Yes." Wasp replied. "She and I met several times."

Peter did not know that at all. "Man, I wish I had known that earlier." he cursed himself for his ignorance. "But, I guess, ignorance is bliss."

All three of them laughed in unison with mirth and slapped each other on the back.

* * *

Meanwhile, in the meeting room, we see a man dressed in a black and purple outfit that looked feline in origin. This was T'Challa, king of Wakanda, also known as the Black Panther. He stood by the Hulk, who was overly muscular and green skinned.

"Hey, Panther, what's going on?" Hulk asked.

"I'm picking up some strange energy reading, head towards Earth." Panther said, showing a visual of what was coming into Earth's atmosphere. It looked like a spaceship. "The vessel is of unknown origin. I'll alert the others." he said.

"Okay, I'm with you, T'Challa." Hulk replied.

Panther took out his Avengers ID Card, and pressed his finger to it, next he said, "Everyone, to the briefing room immediately."

Just suddenly, all the Avengers piled up into the meeting room. Iron Man, Captain America, and Thor ran in, while Wasp flew in along with Spider-Man and Ms. Marvel. "Panther, what in the nine realms is happening?" Thor asked.

"I spotted an unidentified spacecraft entering the atmosphere, heading toward upstate Washington." Black Panther stated.

"Unidentified?" asked Captain America. "You don't think it's the Skrulls again, do you?"

"Not likely." Iron Man replied. "They've been defeated, and we stopped their invasion."

Spider-man got a look at it, and saw a symbol on it. "That ain't a Skrull ship. It's something else." he said. "Skrull ships do not have that logo on them." Spidey pointed at the logo.

"Carol, you're more knowledgeable about aliens than we are." Wasp said. "Is there anything like that in the S.W.O.R.D. database?"

"I don't think so, Jan." Ms. Marvel replied. It was true she had not seen anything like this before, it was a first for her. "Hey, look! It's going into an un-populated area."

"Looks like we're going to investigate." Spider-Man said, as he got into the Quinjet, Ms. Marvel followed him, along with Wasp, Black Panther, Hulk and Cap behind them. Thor and Iron Man took to the skies and followed the jet.

* * *

In space, we see a vessel with a purple bug-head like logo on it, heading for Earth. Inside were a bunch of pods that held a human-sized being that looked mechanical in origin. The computer turned on, and began to look at lifeforms from the planet. "Scanning For Lifeforms." it said. It showed a wasp, a scorpion, a tarantula, a vulture, a pteradactyl, a velociraptor and a dragon. "Scanning Replication Of Lifeforms, completed. Awaken!" the computer said again. The mechanical organisms emerged from the pods, and revealed them to be mechanized versions of the creatures that were scanned.

"Megatron, my leader. We are alive again." said a black vulture, that was joined by a blue one and a red and silver one.

"Much time has passed." the dragon now called Megatron said. "We are on our way to a planet far from Cybertron, but our mission has not changed."

"What planet are we heading for, sir?" asked the scorpion.

"Well, Scorpinok, this planet is called Earth." Megatron stated. "And if this planet is filled with resources, we will return to Cybertron with the power to build the ultimate weapon, and conquer the galaxy."

The velociraptor broke his silence, "But, what about the Maximals, my Lord?" he asked.

"Patience, Dinobot." the dragon said. "If the Maximals are here, we will destroy them, and anyone who gets in our way!"

"I agree, oh wise one." the red and silver vulture said. "Ever since the Autobots defeated our ancestors: the Decpeticons, we have been forced to have peace with them. I'm tired of it."

"Save your energy, Starscream." Megatron said. "There'll be plenty of Maximals for you to wipe out."

"Very well." Starscream replied.

* * *

Back on Earth, the Quinjet was on its way to Seattle, where the ship that entered the atmosphere had crashed into a field far from the city. The Quinjet landed and the all went out to investigate. Iron Man and Ms. Marvel scanned it from the air, while Hulk was looking on the ground. Spider-Man and Wasp were with Captain America, Thor and Black Panther, browsing around the side.

"That is the symbol I saw on it before it crashed." stated the Wakandan king. "It is not Skrull or Kree in origin. Thor, what do you make of it?"

"I do not know what to say." Thor replied. "Tis looks like it was made by an unknown entity."

Just then, a hatch opened up, and out came what looked like a whole bunch of animals, but they were all mechanized. There was a gorilla, a cheetah, a rat, a rhino, a hawk, a tiger, a wolf with wings, a bull and a jaguar. The Avengers were shocked to see this. "Robotic animals!?" Wasp wondered.

"Do you think Ultron created them?" Ms. Marvel asked.

"If he did, let's smash 'em." Hulk said, putting his fist to his palm.

"Hold it!" the cheetah said, making everyone wide-eyed in surprise. "We mean you no harm. We crashed, and we don't know what planet we're on."

"A talking cheetah?" Captain America wondered. "They sure don't have those on Earth."

"Did you say this is Earth!?" the winged wolf asked.

"Yes." Cap replied. "Show us what you are."

"Very well." the gorilla said. "All units, Maximize!" the mechanized animals all had their mechanical parts whirring and moved around, turning them into robots that were the size of any human.

"They're not animals." Iron Man said. "They're robots in disguise."

"Looks like there's more to them than meets the eye." Ms. Marvel added.

"Okay, start explaining, or I smash you!" Hulk stated, until Spider-Man stood in front of him.

"Hey, we can't hear their story if they don't tell us who they are first!" Spidey said, getting Hulk to stop with his constant smashing habit. "Sorry, don't mind Hulk. He likes to smash stuff. Now, who are you, and where are you from?" he asked.

"I am Optimus Primal, leader of the Maximals." the gorilla robot introduced himself to Earth's Mightiest Heroes. "This is my team, Cheetor, Rattrap, Silverbolt, Cliffjumper, Jazz, Airazor, Tigatron and Ironhide."

 **(A/N: I had Ironhide be the rhino Maximal, because in this storyline, Rhinox is retired. Cliffjumper and Jazz got upgraded from Autobot to Maximal, and there will be more changes to come soon. I'm also giving Tigatron and Airazor their Transmetal bodies.)**

"Well, Optimus Primal, welcome to Earth." Iron Man said, landing with Ms. Marvel. "My name is Tony Stark, also known as Iron Man. Leader and founding member of The Avengers." He then introduced everyone. "This is Steve Rogers/Captain America, Hulk, Thor, T'Challa, king of Wakanda/Black Panther, Janet Van Dyne/Wasp, Maj. Carol Danvers/Ms. Marvel and Peter Parker/Spider-Man."

Cheetor was impressed. "I did some research on the lot of you. You all stopped an invasion of Skrulls and Frost Giants, and stopped a tyrant named Doctor Doom, right?" he asked.

"Aye, Cheetor." Thor said. "And, those Frost Giants would have succeeded if my brother Loki had not been beaten by us all."

"So, where are you from exactly?" Ms. Marvel asked.

"We're from Cybertron, a planet far from Earth." Ironhide said, shocking everyone. "And our mission is simple, to destroy the Predacons, before they conquer the galaxy."

"Yeah, and we were informed that the Predacons along with their leader, Megatron are on their way here to drain your planet of it's resources and make it into a weapon." Jazz said, rendering everyone shocked.

"Really?" Hulk asked.

Cliffjumper nodded, and Wasp felt angry. "How dare he!?" she ranted. "No one drains our planet of it's energy and makes it into a weapon while we do something about it!"

"We shall help you in any way we can." Cap added. "Some of us know more about this planet, and we'll give some insight of it."

"Hmm, normally I'd advise against it, but if you insist." Optimus shook hands with Iron Man and Cap.

"We'll have to get your ship back to our headquarters, and get it repaired." Iron Man replied. "The Avengers Mansion is all the way in New York."

"Whoa, dis should be fun!" Rattrap said. "But, who's gonna lift the Axilon all da way dere?"

"I'll do it." Ms. Marvel said, using her super strength. Thor decided to help her out with that. "Thanks for the help Thor."

"No problem, Ms. Marvel." Thor replied, spinning his hammer while he flew.

* * *

When they all got back to the mansion, a man dressed in purple with a pointed mask that had a letter "H" in the middle of it, with a quiver full of arrows on his back was in the hangar, as the Quinjet landed. This was Clint Barton, an acrobatic archer who also called himself Hawkeye. He used to work for S.H.I.E.L.D. (Strategic Homeland Intervention Enforcement and Logistics Division), but he left them when he was framed for being a traitor. He would sometimes get into arguments with the Hulk, and sometimes he would get into fights he felt he could not win. He once had a relationship with agent Barbara 'Bobbi' Morse/Mockingbird, who used to be his driver. He also had a relationship with Natasha Romanoff, a Russian redhead who called herself the Black Widow, because she used to be an assassin for the Soviet Union's Red Room.

"Tony, where were you?" asked Hawkeye.

"In Seattle, making some new friends." Iron Man said, taking off his helmet and showing Hawkeye the Maximals. "This is Optimus Primal, and his team, the Maximals." Hawkeye was stunned to see robots in the Avengers Mansion. "They came here from the planet Cybertron, seeking a way to stop their enemies, Megatron and his Predacons."

"I've never heard of Cybertron before." Hawkeye stated. He got a good look at all of the Maximals. "Hello there, Optimus, everyone."

"Oh, this is Clint Barton, also known as Hawkeye." Cap introduced. "He used to work in a circus, but then he worked for Strategic Homeland Intervention, Enforcement and Logistics Division."

Rattrap was a little baffled. "S.H.I.E.L.D.? Dat's still a thing?"

"Yep." Clint replied. "My arsenal includes my bow and arrows needed to take any kind of approach." he bragged.

"I like you already, Hawkeye." Rattrap said, shaking hands with the archer. "Name's Rattrap. I'm a Maximal stealth fighter, marksman and demolition expert."

Hawkeye felt like he and the rat Maximal had something in common. They were both expert marksmen and demolitions guys. Clint then turned his attention back to Tony. "By the way, shell head, Rhodey and Pepper are in the meeting room. Pepper wants to speak to you. I think she's jealous that you made an armor for Rhodey and not her." he pointed out.

Tony had a smirk on his face, "Actually, I did make her an armor suit. It's not finished yet." he said back to the archer.

This left Hawkeye feeling puzzled. "You're kidding, right?" the archer asked as Iron Man shook his head before he let out a grieving sigh. "I wish you could have told me earlier." he muttered to himself.

* * *

When they got into the meeting room, they saw an African-American man in U.S. Army higher rank clothing, and a woman with strawberry-blonde hair and freckles on her face, as well as emerald green eyes. These two were Lieutenant Colonel James 'Rhodey' Rhodes/War Machine and Ms. Virginia 'Pepper' Potts. Pepper was the Secretary of Stark Industries.

"Hiya Tone." Rhodey said, giving his life-long friend a handshake.

"Nice to see you, Rhodey." Tony said. He then went over to Pepper, who had a jealous look on her. "I know that stare in your eyes, Pepper. And before you ask why I didn't make you your own armor, I already made it. I just haven't finished it yet."

Pepper was dumbfounded as she switched from jealous to stunned. "Y-Y-You already made one for me, and it's not finished?" she asked. "Well, would you like me to help you, Tony?"

Tony thought about it, "Sure." he agreed.

"Any chance I might help with this, too?" asked a voice that turned out to be Ironhide.

Pepper and Rhodey were shocked to see a robot in the room with them. "Uh, who are you?" asked Pepper.

"Oh, Rhodey, Pepper, this is Ironhide." Tony introduced. "He's a Maximal, from the planet Cybertron. He along with their leader, Optimus Primal came here to stop a new enemy from draining Earth of it's resources and make our planet into a weapon."

The two allies of Iron Man were stunned to hear about robotic aliens fighting for the fate of the galaxy. "Whoa!" Rhodey said, with amazement.

"Okay, what did you have in mind for helping out, Ironhide?."

"Well, I'm not only the mechanic, I'm also a builder." Ironhide said. "So, how about you have Energon fueling the suit?"

"Energon?" Tony wondered.

"It's the lifeblood of all Cybertronians, or Transformers as we have been called because of our ability to go from robot to vehicle or in this case...BEAST MODE!" the hydraulics in him began whirring as he went from robot to Rhino form. "Animal formation."

Pepper and Rhodey were amazed by how he did that, and smiled with surprise. "What in the heck?!" Rhodey asked.

"How did you do that, Ironhide?" Pepper wondered.

"I have this cog in me that allows me to transform." Ironhide said to them, "Without it, I can't go back to robot form." he replied, denoting that this very cog was vital to his body. "And to get back to robot mode, all I have to do is say...Ironhide...MAXIMIZE!" he let out a rhino roar before going into robot mode again.

The three of them just stood there in surprise. "That. Was so...AMAZING!" Tony said.

Pepper and Rhodey both smiled in amazement. "Yes, of course you can help, Ironhide." Pepper responded.

* * *

In the living room, Spider-Man was with Wasp, Ms. Marvel and Cheetor. Cheetor was telling them about the time he won a race against Tigatron and Side-Burn, another speedster Maximal who was always the flirt of the bunch. And boy did Spidey and the girls laugh their heads off about it.

"Wow, that was amazing, the way you bopped Side-Burn on his noggin!" Spider-Man said, as he stopped laughing.

"I know, right?" Cheetor agreed.

"Man, if Side-Burn were here right now, I zap him in the eye." Wasp said, wanting to get a bashing on the flirty speedster. "That is, if he tried to hit on me."

"Subtle, Jan." Ms Marvel said, denoting the same reaction she got when Wasp met Phillip Lawson/Mar-Vell of the Kree empire, before Carol got her powers from him.

"So, um, Ms. Marvel, I heard that you are an air force pilot." Cheetor wondered, feeling intrigued. "What was your squadron name?"

"The 102nd, best of the best. Major Carol Danvers, call sign Warbird." Ms. M stated to the spotted Maximal. She had previously told this to Hawkeye, Iron Man and the Skrull who was impersonating Captain America after she joined, and she thought she'd share it with Spidey and the Maximal. "They pulled me into special investigations not that long ago. And they knew I was a big believer in law & order. Without rules, we got nothing."

"So, you outrank Captain America, right?" Cheetor wondered.

"Yes, Cheetor." Carol replied. "And as a S.W.O.R.D. Commander, I also outrank Hawkeye when he did ops for S.H.I.E.L.D. before he joined the Avengers."

"Whoa, ultra gear."

Cheetor was amazed by this before Tigatron and Airazor walked into the Living room with a woman that had short brown hair and blue eyes in a New York General Hospital paramedic uniform. This was Jane Foster, she was Thor's love-interest on Earth.

"I like you already, Maj. Danvers." Airazor said. "Oh, Cheetor, this is Thor's Earth girlfriend." she introduced the medic.

"Hi Cheetor, I'm Jane Foster." Jane said, shaking hands with the Maximal.

"Hello Jane." Cheetor said. "So, I have been reading the New York Ledger, and it's said that there are sightings of a were-woman running around Central Park." he showed everyone the image of the report he heard about.

"Wow, hard-light holograms." Jane felt amazed by this, seeing another way of viewing a report. "Hmm, very compelling. I wonder who it could be?"

"Well, we had better find out before HYDRA get's their hands on this were-woman, or A.I.M." Wasp said, she then pulled out her Avengers ID Card, and contacted Pepper. "Hey, Pepper."

 _"Hey, Janet."_ Pepper replied. _"So, what can I do for you?"_

"Well, you've seen the sightings of the were-woman in the Ledger, right?" Wasp asked. Pepper nodded, and Jan continued. "Well, I'm going to bring Cheetor, Spider-Man, Ms. Marvel and Airazor to find the truth about it."

 _"Go for it. In the meantime, I'm helping Tony with a project he's working on for me."_ Pepper said. _"It took me several tries, but it finally sunk in."_ she winked, comically. _"Good luck."_

"Thanks." Jan replied, as Cheetor got up, Spidey put his mask on and Carol got to flying.

"BEAST MODE!" Cheetor shouted, switching from robot to cheetah form, making the spider and the two female Avengers astonished by how his transformation went. "Alright, let's go find this were-woman and see what she can do."

All three of the heroes nodded in agreement. Wasp Shrunk down and began flying, Ms. Marvel flew with her while Spider-Man swung out with them as Jane, Arrazor and Tigatron got to know each other.

"Either of you ladies think it was cool seeing Cheetor go from Robot to Beast mode?" Spidey said, while he swung.

"You know it, Spidey." Wasp said in agreement.

"I second that emotion." Ms. Marvel added as she continued flying in the same direction. "But let's not get distracted, we need to focus."

"Right!" Spidey and Wasp said in unison.

* * *

Meanwhile aboard the vessel that was identified as the Predacon ship, Megatron and his minions were planning to set up a front on Earth. The beamed down and looked around the unpopulated area.

"Ah, yes. We shall set up here." Megatron said to his minions. "Those rocks will serve as our construction site." he then gathered his Predacons around to relay the plan. "Scorpinok, prepare blueprints for a new weapon. Dinobot, defend the site from anyone who get's in our way."

"Yes, my lord." Dinobot said, as he got to his defensive outpost.

"Starscream, convert the area for construction." he turned over the vulture Predacon.

"What about materials?" he asked.

"Use your imagination." Megatron replied, when Starscream acted like an idiot.

"Any ideas?"

"How about over there?" said a pteradactyl Predacon. This was Terrorsaur.

"Great Terrorsaur." Starscream added. "But, who could that be over there?" he noticed a whole bunch of snake like beings roaming around.

"Are they Maximals?" Terrorsaur wondered.

"Doubtful. Let's find out for ourselves. BEAST MODE!" Starscream shouted as he switched from robot to vulture mode, Terrorsaur went into pteradactyl mode and they both flew off. The snake like beings all looked different. They went by the names King Cobra, Anaconda, Bushmaster, Death Adder, Rattler and Constrictor. This was the Serpent Society, a group of super-powered snake people who were brought together by Madame Viper and Baron Wolfgang Von Strucker, the leaders of the terrorist group called HYDRA.

"Blast it all!" Adder said, cursing. "Those Avengers have made usssss retreat again!"

"When I get my fangs on them..." Constrictor said.

"Who are these Avengers you speak of?" Starscream wondered, causing the serpents to turn their attention to the vulture.

"A talking vulture?" Cobra said. "You don't see that every day."

"Oh, I'm not really a vulture. The name is Starscream." he introduced himself the the villains. "And this is my consort, Terrorsaur." he showed the red pteradactyl to them.

"TERRORIZE!" Terrosaur screeched, as the machine parts began whirring and he switched from beast to robot. Starscream also went from vulture to robot mode. This sort of thing shocked the Serpent Society to their very cores. "You see, we are robots."

"Robots?" Rattler wondered. "Did Ultron create you?"

Starscream and Terrorsaur did not know who that was. "We were not created by this Ultron as you call him." Starscream replied. "We originate from a planet known as Cybertron. It is very far away from Earth."

"Cybertron? I have never heard of that planet." Cobra said. "I was an abductee of an alien race known as the Skrulls."

"I've heard of them, they are deceitful liars." Terrorsaur said, denoting he has knowledge of said species. "This planet will not belong to the Skrull's, but our leader, Megatron seeks to use this planets resources in order to conquer the universe."

The Serpent Society was intrigued, and wanted to know what they were capable of. "How can you do that?" Anaconda asked.

"The Predacons have read about the villains of this planet." Terrorsaur responded. "We wish to propose and alliance with you and any other villain here."

The Serpents all looked at each other, thinking of what to do about this sort of situation. "Take us to this Megatron as you call him." Adder said, as Starscream smirked evilly. Starscream and Terrorsaur reverted back into Beast Mode and escorted them back to their leader.

* * *

Back in New York City, Spider-Man, Wasp, Ms. Marvel and Cheetor were on the trail of the supposed were-woman that was seen in the area. According to the tip they got from the Ledger, she was seen running on the rooftops of the Forest Hills area of Queens. Spider-Man was familiar with the neighborhood.

"Spider-Man, you look a little hesitant?" Cheetor said. "Why is that?"

"This is where I live!" he replied. "I hope this were-woman hasn't attacked my Aunt May." he felt worried about his only relative. Ever since his Uncle Ben died, he would be horrified if his Aunt May was killed.

"Doesn't look like she's done any crime." Wasp said, as she spotted the were-woman beating up a burglar that tried to break into someone else's house. "Looks as though she's stopping a crime in progress."

The three heroes and the Maximal all stopped to see a woman with orange skin and black stripes all over her, she also had a tail. She had stopped beating up the crook. "And don't bother breaking into other peoples houses ever again, or you will face the claws of...Tigra."the were-woman said, now calling her self by that name.

"Tigra, huh?" Wasp said. "Nice work in taking down a common criminal. Not very subtle, especially in broad daylight, but effective nonetheless."

The were-woman who now called herself Tigra was shocked to see the three heroes looming over her. "Oh...My...GOD!" she said excitedly. "You're the Wasp!" she pointed at the little lady. "And, you're Ms. Marvel. Your both Avengers!" she pointed at the blonde in red. "I'm a huge fan!"

"Much appreciated, Tigra." Ms. Marvel said, folding her arms and smiling. "We read about some sightings of a were-woman running around this area. Would that be you?"

"Yes, that was me." Tigra said. "But, I gotta ask." she then looked at the web-slinger. "Why is Spider-Man on your team?"

"Oh, we reserved a spot for him, after he helped us defeat Kang the Conqueror." Wasp replied. "And, he's been a valuable ally ever since."

"Wow, do not know how I missed that." Tigra said to them. "Web-Head tried to ask me out on a date, but I turned him down." she then looked at him again. "You still upset about that, Spidey?" she wondered.

"A little bit, but I can always count on Ms. M and Wasp to make me feel better." Spider-Man replied, making both the size-changer and the Kree infused pilot smile. "But right now, we're here to make you an offer."

The were-woman raised her eyebrow, wondering what the superheroes wanted to offer her.

Wasp broke the silence and said, "How would you like to join us?"

Tigra was awestruck by what the shrinkable woman just said to her. "I...I don't know what to say." she responded.

"Take all the time you need to think about it." Spidey said. "Oh, and by the way, I'd like you to meet a new friend of ours."

Cheetor jumped down from the roof and shouted "Cheetor, MAXIMIZE!" the mechanical parts whirred around and he went from beast to robot mode. "Hi there."

"Whoa!" Tigra said. "Who are you?"

"My name is Cheetor."

"He's a friend of ours from another planet." Ms. Marvel responded to the woman with the stripes on her body. "His leader, Optimus Primal came here to ask us to help him destroy their enemies, Megatron and the Predacons, before they drain Earth of it's resources."

Tigra felt moved by this. "Hi, Cheetor." she said. "My real name is...Greer Grant-Nelson, and I was altered by magic that made me half woman and half tiger." she explained her backstory.

This astonished all four of them. "MAGIC!?" they said in unison.

"Yes." Tigra said to them. "Now, tell me more about this Megatron and these Predacons." And so they began to tell her about what the evil robots.

* * *

Back at the Predacon lair, Megatron was intrigued by what Starscream and Terrorsaur brought in front of him.

"What's the meaning of this?" Megatron asked viciously. "Why did you bring humans and a few snakes here?"

"Please, forgive us Lord Megatron." Terrorsaur said, pleading for his existence. "This is a group of human/serpentine hybrids known as the Serpent Society."

"They informed us that this planet has several defensive forces such as S.H.I.E.L.D., S.W.O.R.D., the Fantastic Four, the X-Men and most importantly, the Avengers." Starscream added.

Megatron began thinking about what had just been said to him. "Hmm, this is very compelling. Yes..." he said to himself. "If these Avengers and these other defensive forces are defeated, I'll be able to conquer the universe with ease." He then refocused his attention to the Serpent Society. "What group are you lot affiliated with?"

"We work for HYDRA, led by Baron Wolfgang Von Strucker and Madame Viper." Cobra said. Not too long ago, Viper and I along with Lyle Getz, Henry Gyrich, Mockingbird, the Invisible Woman, Clay Quartermane and Captain America escaped a prison ship."

"He told us that this planet was once invaded by the Skrulls, who wanted to make Earth it's second home." Starscream said.

Megatron slammed his fist on the arm of his chair. "The Skrulls were here before us?!" he demanded.

"Y-Y-Y-Yes!" Bushmaster answered. "But, they were thwarted. However, Galactus tried to devour Earth, but he's now trapped in a place called the Negative Zone."

"And he ain't ever coming out." Anaconda added to what Bushmaster said.

"Excellent." Megatron said. "This Galactus as he's called reminds me a lot of Unicron, the bringer of chaos."

The Serpent Society did not know who that was so Starscream decided to fill them in. "He's a being as old as time itself." Starscream said. "Long before we Predacons even existed, our ancestors fought against Unicron, who was a very powerful enemy. He's a planet sized Transformer, that devours everything in it's path."

Constrictor was puzzled, but was also horrified about what would happen if Unicron came to Earth. "So, what does Unicron bleed if someone was lucky enough to cut him?" Constrictor wondered.

"His blood is the Anti-Spark." Scorpinok stated, as he walked over to the snake-villain. "The ancient Cybertronian texts refer to it as Dark Energon."

"Indeed." Megatron added to what his second-in-command said to the serpent villains. "Dark Energon holds to power to revive the dead."

The Serpent Society was wide-eyed in fright by the thought of several undead humans being revived from beyond the grave. "But, it has no effect on humans, right?" asked Anaconda.

"It can only revive ones that are dead, whether their Cybertronian or human." Megatron corrected. "However, Unicron has been defeated several times, but he always came back in a different form. He doesn't know where Earth is though. You should consider yourselves fortunate."

"Lord Megatron, Ravage has informed of a source of energy somewhere in the north east corner of New York." Soundwave responded as he had a mechanized feline. This was Ravage, one of his best infiltration operatives.

Megatron laughed evilly. "Excellent! We shall go there at once!" he then turned over to the snake-villains. "You are familiar with this metropolis, are you not?"

"Yeah, we are familar with it." Rattler said. "We sprung Cobra and Madame Viper there last time, only for her to end up with Baron Strucker again.

* * *

Across the sky, we see a giant airborne fortress moving around with an Eagle logo in circular motion on the landing platform. This was the S.H.I.E.L.D. Hellicarrier, the headquarters of this organization. They belong to no one and to everyone. Their main objective is counter-terrorism for the world. Here we see a man of American descent with dark skin, a shaved head, and eye patch over his left eye and a goatee. This was Nicholas Joseph Fury, the Director of this group, and with him are a blonde guy in a S.H.I.E.L.D. uniform, a young woman with tan skin, a voluptuous yet well-toned build and short black hair, and also a woman with long red hair dressed in a black skin-tight catsuit with gold gauntlets and a belt to match, the belt had a red hourglass logo on it. These were S.H.E.I.L.D. Agents Clay Quartermain, Commander Maria Hill, and Natasha Romanoff/The Black Widow. Maria had hovered around the idea of a Super-Human Registration Act, as a way of making superheroes go from secret identities to public, but she then dropped it after the heroes of Earth sent Galactus into the Negative Zone. Widow had to throw Hawkeye off her trail when she was on her undercover job, infiltrating HYDRA.

"Sir, I have news for you." Clay said, as he walked over to the Director.

"What is it, Quartermain?" Nick asked. "I've been hearing from Sitwell about another sighting of the Punisher running amok."

"Well, I have Abigail Brand from S.W.O.R.D. on the line for you." Clay responded.

"Patch her through!" Fury ordered.

Just then, an image of a woman with light green hair, shades and a green uniform appeared on the monitor. This was Abigail Brand, agent of Sentient World Observation and Response Department, or S.W.O.R.D. for short. They were directed by Henry Gyrich, an ally to the United States.

 _"Hello, Nick."_ Abigail said. _"I'm glad you picked up on your end."_

"Me too, Brand." Fury said. "So, what else do you want to tell me?"

 _"It would seem that Ms. Marvel and the rest of the Avengers have made some new allies."_ Brand replied. _"According to what she told me, they are called Maximals, and they come from a planet called Cybertron."_

This left the S.H.I.E.L.D. Agents somewhat baffled. Like all other heroes and organizations out there, they have never heard of them. "They're machines?" asked Black Widow.

 _"Yes, Romanoff."_ Brand said to the Russian redhead. _"Yet, they are engulfed in a war with a faction called the Predacons, who are lead by this tyrant named Megatron."_

Fury had a serious look on his face, denoting that he had made a new enemy. "Hmm." he said, as he began thinking. "I'll let the Avengers handle this. With your aid."

 _"Thanks, Nick."_ Abigail said, as she signed out.

"These Maximals claim to be on our side." Widow said. "I'd like to see this for myself."

Maria went over to the Russian redhead. "You're not the only one, Natasha." she said. "I would also like to see what good they can do."

"Okay, Maria." Widow said, as the two of them went off.

* * *

Back at the Avengers Mansion, we see Captain America sparring with Optimus, and watching this was a being who looked robotic in origin, only he was in a green and yellow suit with a yellow cape and a red face that had a gem on the forehead. This was The Vision, he is a synthezoid who was created by the Avengers enemy; Ultron.

 **(A/N: I'm using the body Vision in Avengers United They Stand, because that version made him look more robotic.)**

"You're a very effective fighter, Optimus!" Cap said, as he tried to counter Optimus's attack.

"You're not so bad yourself, Steve!" Optimus replied. Cap threw his shield at Optimus, but he dodged it and it ricocheted off the walls and ended up back on Cap's arm.

"That was most impressive, Optimus Primal." Vision said as he went over to the star spangled man with a plan and the Maximal leader.

"Vision, I take it you are aware of the Maximal's being here in the mansion?" Captain America asked the Synthezoid.

"Yes, I am indeed aware." Vision replied. "I also noticed that Hawkeye and the one called Rattrap are over at the firing range, working on their marksmanship."

"So I hear." Optimus said, as he saw the two marksmen shooting their weaponry a whole bunch of targets. He already noticed that the two of them were becoming fast friends.

"WHOO HOO, nice shot Barton!" Rattrap said, high-fiving the acrobatic archer.

"Right back at ya, Rattrap!" Hawkeye said back to the rat Maximal. But then, a blonde woman with a blue and white costume that showed off her legs, had billowing sleeves and a black and blue mask over her eyes showed up. This was Barbara 'Bobbi' Morse/Mockingbird, she was Hawkeye's former driver, but after he left S.H.I.E.L.D. she rose quickly through the ranks. However, she was onto the Skrulls, they captured her and replaced her with their queen, Veranke. But, with the aid of Captain America, Mockingbird along with Madame Viper, Henry Gyrich, Clay Quartermane, Lyle Getz (a scientist who works for Advanced Idea Mechanics, or AIM for short), King Cobra and Susan Storm-Richards/the Invisible Woman from the Fantastic Four got off the Skrull prison ship near Saturn's moon: Titan and defeated them, stopping their invasion.

"Making new friends, are you, Hawkeye?" she said, as she stuck her right hip out. "This is unexpected."

"Oh...Uh, Bobbi...What are you doing here?" Hawkeye asked.

"Oh, thought I'd drop by and check up on you." she said, wrapping her arms around him affectionately and looked at him with a stare of hunger in her eyes.

"Whoa, whoa whoa!" Rattrap interrupted this. "Who da heck are you?" he asked.

"Barbara 'Bobbi' Morse, Agent 19 of S.H.I.E.L.D., codename Mockingbird." she introduced herself to the rat Maximal. "I used to be his driver, but I went a long way after he left because Black Widow was on an undercover mission, infiltrating HYDRA. I still couldn't believe it at first."

Rattrap was intrigued by this. "You used to be his driver?" he asked. "I'd like to hear more about this."

Just then, the alarm went off. "I'll tell ya later, Rattrap." Hawkeye said. "In the meantime, we gotta head to the briefing room. How 'bout you help us with this, Bobbi?"

"Sure, Clint." Mockingbird agreed, winking at him and then went with them.

* * *

They all raced off to the briefing room with Cap, Vision and Optimus following them. They soon stopped to see Spider-Man, Ms. Marvel, Wasp, Cheetor, Pepper, Rhodey and Ironhide all gathered together along with Iron Man, Hulk, Black Panther, Airazor, Jane Foster, Thor, Silverbolt, Cliffjumper, Jazz and Tigatron.

"Tony, what's the emergency?" Cap asked the armored Avenger.

"The Serpent Society are at it again." Iron Man said, showing them a video of what was happening. The Serpent Society was attacking the city, along with a robotic vulture and a pteradactyl. "And this time they have some friends."

Optimus got a good look at them, and he recognized who they were as they went from beast to robot mode. "That's Starscream and Terrorsaur! Their with Megatron!"

"Yeah!" Cheetor said, feeling angry. "I thought Starscream learned his lesson the last time we went up against him."

"You fought him before?" Iron Man asked.

"Yeah!" Rattrap said, with anger. "Spots and I ruined an job he was pulling, robbing Cybertron's unit reserve."

"Looks like him and Terrorsaur want some payback." Cheetor said. He looked at the holo-screen and saw that someone was caught in the crossfire. In an instant Spider-Man recognized who it was.

"Oh no, Aunt May!" he freaked out. "She's in trouble! We gotta help her! NOW!"

"Okay, let's stop them!" Optimus said, as he went into Beast Mode. The other Maximals did the same thing, as they went into the Quinjet. Optimus turned his head over to the wall-climber. "Don't worry, Spider-Man. We'll rescue your Aunt May." he said to him. "I know how much she means to you."

"Thank you, Optimus." Spidey said, shaking hands with the Maximal commander.

Tony then turned his head over to Pepper and he asked, "Well, Pepper, are you with us?"

Pepper then responded, "No way I'd ever miss this." denoting that she was going to help them out. "Is my armor ready yet?"

"All set, Pepper." Ironhide said, as he unveiled the new armor for Pepper. It was magenta and lavender in color and it had no mouth.

"It...It's...Awesome!" Pepper said with a smile. She let her hair down and got into the suit. "Oh yeah! Let's beat them down!" she said, feeling ready to fight.

Tony then stopped her right there. "Wait, Pepper, if you're going out there to fight, what would you want your alias to be?" he asked.

"I always thought she'd go with Iron Woman." Wasp responded.

"Actually..." Pepper said, interrupting the shrinking hero. "I was thinking...Rescue for my other name."

The Avengers and the Maximals all thought it over and they all nodded their heads in unison. "That is a very good choice, Pep." Wasp stated.

"Thanks, Jan." Pepper said, while her mask concealed her face and the eyes of it lit up. "Now let's get over there!"

* * *

In the downtown area of Manhattan, we see the Serpent Society corning a woman in her forties. This was May Parker, the Aunt of Peter Parker/Spider-Man. Sha has been aware of Peter's secret all along, and he didn't even know it.

"Get back you ungreatful, reptiles!" she said, as she whacked some of the Serpents with her purse, that is until Starscream, Terrorsaur and Megatron showed up.

"Who are you?" she wondered in fright.

"I am Megatron!" the towering automaton said. "I am the leader of the Predacons, and the future ruler of this galaxy."

May was shocked to see a robot that was taller than the Serpents. "I've never seen you before." she said.

"That's because I just arrived on this planet." Megatron stated. "I have asked the Serpent Society to assist me and my minions in our conquest of the universe!"

"So now you'll think twice before you mess with the Serpent Society, lady!" Constrictor said, hissing at the woman, only to get shot in the face by web bullet.

"GET AWAY FROM HER, YOU STARCH-SUCKING SNAKE IN THE GROUND!" yelled a voice, at the cybernetic snake. Spider-Man swung in and kicked Constrictor in the head and flip-punched him in the chest. "I won't let you hurt her!"

Megatron was amused by the teenage hero. "Ah, the one they call Spider-Man." he said. "I have heard tell of you."

"Glad you did, because I did not come alone." Spider-Man then pressed something on the right side of his mask. "Permission to say it, Tony."

 _"Permission granted, Spidey."_ Tony said, over the comm-link.

"AVENGERS ASSEMBLE!" He shouted, and down from the Quinjet dropped Iron Man, Captain America, Hulk, Black Panther, Hawkeye, Rattrap, Optimus Primal, Ironhide, Tigatron, Airazor, Silverbolt, Cheetor, Cliffjumper, Jazz and Mockingbird. Vision flew onto the scene along with Wasp, Thor and Ms. Marvel who were with War Machine, Rescue, Airrazor and Silverbolt.

"MAXIMALS, MAXIMIZE!" Optimus said, as the mechanical parts whirred while they went from Beast to Robot mode. They all stood in front of the Predacon leader.

 **(Transformers theme by Lion plays)**

"Optimus Primal!" Megatron said, feeling angry. "I should have know _you_ would show up!"

"Leave now, Megatron!" Optimus demanded. "This planet is under our protection!"

"You don't belong on this planet, Megatron!" Spider-Man shouted.

"After the Predacon's are through with it, there won't be anything left for to to protect." the Predacon leader said.

"Don't bet on it, Megatron." Iron Man said as he fired his uni-beam at him, only to have Megatron block it with his sword, but he got pushed back anyway.

"So, Iron Man your technology is rather...adequate." Megatron teased.

"Okay, now you have just crossed the line, Megatron!" Iron Man said, launching his rocket at him and the battle broke loose, Thor went after Death Adder and Rattler, Wasp went with Cheetor and Spider-Man to check on his aunt as Ms. Marvel, Hawkeye, Rattrap, Airazor and Mockingbird went after Constrictor, Bushmaster and Cobra. Silverbolt used some of his feathers as broadswords to take the crooks down.

"Aunt May, are you okay?" Spidey asked.

"I'm fine, Peter." May said. "But, I didn't expect for you and the Avengers to show up."

"I know. But, you should get to safety." he instructed.

"I'll get her a way from here." Wasp said.

"You're a blessing, Wasp." Spidey said, embracing the woman in black and gold.

May grabbed her nephew's shoulders, "Just promise me you'll be careful."

"I will, Aunt May." Spidey then went over to fight some of them while Wasp and Cheetor escorted her to a safe spot.

May was invigorated at the speed Cheetor was going at. "WHOA! Who are you!?" May asked.

"Oh, I'm Janet, this is Cheetor." Wasp introduced herself and the speedster Maximal to the woman, formally. "He's a Maximal from the planet Cybertron."

"Cybertron!? New to me." May responded as she looked at Wasp. "I know who you are, Wasp. I read about how you whooped Whirlwind when the Avengers Started."

Jan was surprised that she had some recognition around the Queens area and smiled. "Glad for that. You have a really wonderful nephew."

"Don't I know it." May said.

"Mrs. Parker, where would you like to head in order to keep away from the battle?" Cheetor wondered.

"How about, Midtown High."

"Okay then!" Cheetor said as he kept speeding on. "Next stop, Midtown High School!" he declared.

* * *

Back during the battle, Spider-Man decided to aid Ms. Marvel, Hawkeye, Rattrap, Airazor and Mockingbird as they fought against Constrictor, Cobra and Bushmaster. Hawkeye shot his arrows at them, but Bushmaster swatted some away before Ms. Marvel shot her photon blasts at him, with Rattrap shooting his gun off. Hawkeye then shot more of his arrows at Bushmaster, this time instead of one, there were two.

"Tick, tick boom!" Hawkeye said, as there were two beeps from the arrows and then they went kaboom on the metallic snake.

"Wahoo! Nice one, Hawkeye!" Rattrap said, with excitement.

"Thanks, you too Rattrap!" Hawkeye said back, only to get tied up by Constrictor.

"You really didn't think we'd never come with additional allies of our did ya?" Constrictor taunted, but then turned his head over to Terrorsaur who was duking it out with Optimus, Iron Man and Captain America. "Terrorsaur, Starscream, some assistance here?"

"Very well!" Starscream said as he zoomed over to run Hawkeye over while Constrictor had him tied up. He charged at the acrobatic archer, only for Mockingbird to whack him with her staff.

"No one messes with him but me, buster brown!" she declared.

Starscream got up. "Who are you!?" he demanded.

"Mockingbird! Agent Of S.H.I.E.L.D.!"

"S.H.E.I.L.D., eh?" Starscream said, feeling curious. "Well, missy, en garde!" he charged at Mockingbird this time as he got out his own handheld weapon and began having a duel with her.

As this was going on, Terrorsaur was in the middle of his air battle with Airazor and Ms. Marvel while Hawkeye stepped on Constrictor's foot, setting himself free from his clutches only for the serpent to pin him down on his back.

"Still feeling lucky, Terrorsaur?" Airazor taunted.

"In a way I should." he said. "A Maximal and a S.W.O.R.D. Commander as my opponents, this might just be my ticket to a promotion from Lord Megatron!" he boasted, only to get photon blasted by the blonde in red.

"You talk to much." Ms. Marvel said with a smirk.

* * *

Optimus, Iron Man and Captain America kept trying to keep Megatron at bay, yet the Predacon leader countered with his sword.

"You really think you pathetic humans have a chance against my Predacon's!?" Megatron demanded. "Ha! Your advancements in weaponry pale in comparison to my own!" he taunted.

"I'm warning you, Megatron! Leave now, or I'll have no choice but to turn you into melted metal!" Optimus warned his nemesis.

"NEVER!" Megatron yelled as he shoved Optimus out of the way, only for Cap to swing his shield at the Predacon. "You humans are weak, you hear me?! WEAK!" he bellowed before Iron Man shot him with his unibeam.

"That's why villains like you will never win, Megatron!" Cap said. "We may be humans, but not all of us are weak. We not only fight to survive, but also for the people we care about, and that is somehing you will NEVER understand, Predacon!" he proclaimed as he kicked Megatron in the head.

Iron Man shot another blast from his Repulsors. "Cap's right about that." Iron Man stated. "You might be worse than Ultron ever was!"

Megatron shook off what they said, "Ultron, he's nothing compared to me!" he boasted.

"Is it just me, or do villains love hearing themselves talk too much?" Iron Man wondered.

"Both." Cap replied, as he and Optimus went for a double team on the Predacon leader.

"Prime Jets: On!" Optimus said, as he jets fired, making him fly up into the air. "Tony, I have an idea. It's crazy, but it just might work!"

"I'm all ears, Optimus!" Iron Man acknowledged.

"We lure Megatron away from the population, that way, we don't risk any lives being in danger."

"Okay, brilliant!" Iron Man agreed. "Let's do this!" the two of them zoomed off.

"Flight is no longer your advantage, Maximal Scum!" Megatron said, as he went into Beast Mode and flew off after the Maximal Commander and Avenger. "Or you, Avenger!" he chased after them.

* * *

Silverbolt dove in for his next assault on Cobra, and delivered a flying chop to his hood while Vision and Thor dealt with Rattler and Death Adder, but they were also hit by Soundwave, Ravage, Rumble and Scorpinok. Vision used his forehead beam to Ravage and Rumble away from him.

"Whoa, you're an Avenger, eh?" Rumble asked. "I thought they didn't need a cyborg on their team!"

"Your statement is incorrect." Vision said. "I am not a cyborg, I am a Synthezoid."

"Verily, never in all the Nine Realms have I seen creatures as foul as you!" Thor said, spinning his hammer in a circle. "Truly you Predacons are more vile the darkest of black magic."

"You dare to mock us!?" Ravage said, as he pounced on the Asgardian prince, only to be intangible touched when Vision damaged Ravage a little from the inside. The feline Predacon grunted in pain. "What did you do to me?"

"I switched your fluid pump and your pipes a little." Vision stated.

Rumble ran over to him, "Easy there, Ravage." he said. "Don't let your Energon flood you from the inside."

Silverbolt used a feather dart on Cobra, but it froze the serpentine villain in place. Cobra tried to struggle and strain out of it, but to no avail. "What the hell did you do to me?!" Cobra demanded.

"Liquid Nitrogen tank attached to my feather." the Fuzor stated. "Just something War Machine thought up."

"Any time, Silverbolt." War Machine said, as he zoomed down and punched Cobra in the face. The both of them aimed their weapons at him. "Looks like you've been made, Cobra."

"Accept it, villain!"

Cobra responded when he whacked his tail at them, causing them to fall. He then got shot at by Tigatron. "You really think that finishing me off will end this carnage!?" Cobra barked.

"I do not enjoy causing destruction, Cobra!" Tigatron said, walking over to the crook. "But that doesn't stop me from trying to bring peace to the ones around me." "he then placed cuffs on him before getting tangled up by Adder. The villain hissed, and nearly spat venom at the tiger Maximal until Jazz pounced at him, causing his teammate to become untangled. "Thanks Jazz."

"Don't mention it, Tigatron." Jazz said. "Now, let's beat these little slippery snakes cabooses!" The both of them kept on fighting against Death Adder and Rattler, while Vision swooped in and threw Rumble and Ravage at them.

"That takes care of Soundwave's Minions." Vision said.

"Outtasight, Vision." Jazz said, as he went over to the Synthezoid. "You whacked the little punks right in their transistors."

Vision was a bit stone faced. "I do not understand what that means."

"He means that you did well in defeating them." Tigatron corrected.

"Oh, thank you, Jazz." Vision said.

* * *

Cheetor and Wasp zoomed all the way back to the battle zone when Wasp used her stingers on Starscream and Bushmaster. Cheetor converted into robot mode and pointed his blaster at them.

"Don't even move, punks." Cheetor said.

"Yeah, if you know what's good for you, you'll surrender. Or else, you will be beat up." Wasp said, wittingly. The two of them were greeted by Spider-Man who needed information.

"Guys, is Mrs. Parker safe?" Spidey asked fearing for his aunt's life, without revealing his identity to the villains.

"She's safe, Spidey." Cheetor replied. The wall-crawler breathed a sigh of relief.

"Thank goodness." Spidey said as, as he punched Bushmaster in the gut. "That was for the damage you did to the city!" he then kicked him in the eyes. "And that was for nearly killing an innocent life!" He took a few deep breaths to try and clam himself down, as he looked around to see the Avengers triumph over the Serpent Society. "Iron Man, Optimus, how's it going on Megatron?" he asked them.

"Not good so far, Spidey." Iron Man said, as he zoomed across the sky along with the Maximal Leader with the Predacon leader not far behind. Iron Man fired the Uni-Beam from his chest, making Megatron dented a little bit. But he shrugged it off.

"Ha! You bothersome humans!" Megatron said, tauntingly. "I've had enough of this!" he charged at Iron Man, making them both crash to the ground. Megatron scanned Iron Man's armor and noticed that there was a energy reactor in his chest. "Ah, your weakness shows itself to me! Your heart, it's generating the same energy as your Arc Reactor." he turned his communicator on, "Dinobot, drain the Stark Industries Arc Reactor of it's energy then return to base!"

* * *

At the Stark Tower, we see Dinobot in the room where the Arc Reactor is. He snarled and got out a whole bunch of Energon Cubes and used a Null-Ray. "At once, Lord Megatron." he used a tube to suck some of the energy from the reactor, only for him to get blasted from the side by a laser blast. Dinobot looked up and saw a man dressed in a black and yellow costume holding a pistol. This was Dr. Henry Pym/Yellowjacket.

"I wouldn't do that if I were you, Dinobot." he said.

Dinobot got up and got out his sword, whacking the pistol out of his hand. "Who are you?!"

"Name's Yellowjacket, and don't you forget it." he said.

Dinobot charged at the Avenger with his sword, and Yellowjacket got out a pipe and blocked Dinobot's sword. "Indeed I won't forget your name Yellojacket." the raptor Predacon snarled. "I remember to mark it on your gravestone!" the two clashed in climactic fashion. Dinobot waved his sword at the snarky Avenger, and he swung the pipe at the him, but he whacked it out of his hand.

"Bah, you are weak!" the Predacon said, kicking Yellowjacket to his backside. "Soon, I shall drain all the energy from the reactor and Iron Man will die!" he cackled evilly, until JARVIS activated the automatic defenses in the reactor room.

 _"I do not think so."_ JARVIS said as he blasted the lasers at Dinobot. He then blasted the draining device away from the Arc Reactor, but some four of the Energon Cubes were filled while the other six were not. Dinobot picked up the empty ones and compressed the four full ones. _"Are you hurt, Yellowjacket?"_

"I'm fine JARVIS." Yellowjacket responded.

"Dinobot to Megatron, I got four Energon Cubes filled, but this artificial intelligence that calls itself JARVIS blasted the hose off and I was attacked by Yellowjacket in the reactor room!" he said to his master.

 _"What!? ARRRRRRRRRRRRGGGGGGGGGGGGHHHHHHHHHHHHHHHH!"_ Megatron yelled in defeat over the transistor. _"But it wasn't a total failure. You have what you came for, Dinobot!"_

"I shall return to base! Dinobot out!" Dinobot switched into Beast Mode and stomped out of the reactor room making Yellowjacket follow him. "It is unfortunate for you that I must depart, but we'll meet again, Yellowjacket!" he said as he stomped out.

"I'll be waiting till then." Yellowjacket said, in a snarky manner.

* * *

Megatron was still trying to rip the Arc Reactor out of Iron Man, "So, your A.I. managed to thwart our attempts at draining your Arc Reactor, but I will still rip the one in your heart out, and then burn your flesh!" he declared, before Optimus kicked his nemesis to the side, shoving him off of the armored Avenger.

"Get away from him Megatron!" Optimus got out two swords and began fighting Megatron once more. The clanging of the swords was enough to make your ear drums pop.

Cheetor was watching the whole as he had Spider-Man on his back with the other Avengers and Maximals following him. "Uh oh, big bot and Iron Man are in trouble." he said, heading on over to the battle site.

"Optimus Primal, you are no match. Don't you see?! YOU CAN'T WIN!" Megatron taunted to get the better of him.

"I HAVE TO! I DON'T HAVE ANY CHOICE!" Optimus yelled, refusing to be defeated.

"HANG ON OPTIMUS!" Cheetor said, going into overdrive. "Air Cheetor's comin' in!"

Megatron was about to stab Optimus with his sword but Cheetor rammed in to the Predacon leader. Rescue shot Megatron with her own repulsors, aimed her rockets at him and shot them off. She then went over to Iron Man to help him up.

"Are you gonna be alright, Tony?" Rescue asked, feeling worried about her boss.

Iron Man lifted his mask up, "I'll be fine, thanks to you and Optimus." he said. "Okay, let's take him down."

Cheetor used his blaster, Ms. Marvel blasted a photon burst, Wasp shot the Predacon with her stingers, Hawkeye shot his arrows, and 'Tick, Tick, Boom!' they exploded at him. Thor whacked Megatron with his hammer, Airrazor and Tigatron did a double team effort on him and gave him a clothesline move. Mockingbird was next when she tripped him to the ground with a bolo weapon that tied his legs together. Hulk then grabbed Megatron by the tied up legs and began slamming him into the ground constantly, making holes in the ground everywhere.

"Had enough, Megs?" Hulk said, before Megatron locked up with the angry green-eyed Avenger. "I'll take that as a no."

"Exactly, Hulk!" Megatron punch the Hulk out so hard, he turned back into a man with a rugged chin and short brown hair. This was Hulk's real identity, Dr. Bruce Banner. This made Wasp shocked with fright, so much she closed her eyes. "Ah, even without your powerhouse, you are still weak!"

Wasp felt angry, she opened her eyes and they started glowing blue. "You don't know ANYTHING about us, monster!" she insulted the Predacon as her wings went into her back, and she started growing from her insect size to fifty feet tall, this was something that the Maximal's and the other Avengers did not notice before. She picked Megatron up and began squeezing him. "I hope you realize that Earth belongs to the human race, and we're not about to let you Predacons take it away from us!" she said in a booming voice.

Spider-Man and Cheetor were awestruck by this, as were the others. "Whoa! That's ultra gear."

"Verily." Thor added.

"I didn't know you could do that, Jan." Ms. Marvel said with her eyes wide open in shock.

"Wow! The Wasp grows big too?" Spidey wondered, "No fair!"

Wasp put Megatron down on his back, after she was done crushing him. The Predacon leader grunted in pain. "Amazingly you have a point, Miss Wasp. But know this, you are number one on my enemy list, for life!"

"Phooey on you, Megs." Wasp joked while still at her giant size.

Ms. Marvel put her foot down on Megatron's chest. "Do yourself a favor. Stay down!" she demanded with anger in her eyes. She was about to use her Photon Bursts, but Scorpinok swung his tail at her, knocking her down.

"Lord Megatron, are you alright!?" Scorpinok said, frantically as he helped is leader up.

"I shall live, Scorpinok." Megatron said. "Attention all Predacons, we must retreat for now! Back to base, Beast Mode!" Megatron and all his Predacons converted to to their Beast Modes and began going back to their hideout with a Cobra in tow. "You are fortunate that we must depart for now, Avengers, but we shall meet again!" he declared as he flew off.

"I know." Iron Man agreed with that as he and the other Avengers all went back to the Mansion.

* * *

Later, at Avengers Mansion, Spider-Man, who was relieved that his Aunt May was safe from harm, sat down on a bed. And then, in steps his Aunt along with Ms. Marvel, Wasp and Cheetor.

"I'm glad your safe Aunt May." Spidey said.

"Well, if it weren't for Cheetor, I'd be a goner." May replied. "And you did a good job at striking that dreadful Bushmaster."

"You saw that?"

"Sure did." May replied. "It was on the news."

"I'm just glad you made it out of there safe." Peter said, letting out a sigh of relief. "My life would suck if you were gone." He then turned his head over to the cheetah Maximal. "You were wonderful, Cheetor. Thank you."

"Anytime, dude." Cheetor said.

May then looked over to Janet and Carol. "Ladies, if it's not too much trouble, do you think you could spend some time with Peter while I take this time to get to know Cheetor?" she asked.

"Oh, uh, sure, okay." Janet said, as Peter wrapped his arms around the two lovely ladies and walked with them out of the room. They saw Mockingbird sitting in the lounge on the couch watching the news.

The newscaster said, _"In other news, it would seem as though the Avengers have these new allies known as the Maximals. Now you're probably wondering, "Who are the Maximals, friend or foe?" Well, they're certainly no friends of the Serpent Society, not only did those snake super villains cause havoc in the city, but their new allies, the Predacons led by this new villain named Megatron also said he would not stop until our planet was stripped of it's energy, which he needs to build the ultimate super-weapon to conquer the universe. Well, all I can say is, good luck Avengers, where ever you may fight them. This is Dale Thunder, channel 5 news. Back to you, Jeff."_ Mockingbird turned the TV off.

"Hey guys." she said to the heroes as they walked in.

"Hey Bobbi." Janet said. "What are you doing here and not on the Helicarrier?"

Bobbi got to the point, "Well, I'm taking a leave of absence from S.H.I.E.L.D. and I'm also thinking about joining you."

Peter and the two lady Avengers were shocked and bewildered to hear Hawkeye's old driver say that. "You want to join us, Barbara?" Carol wondered.

"Yeah, Clint suggested it to Tony, and he thinks I could be valuable to your team." Mockingbird said, denoting she wanted to make things right with them. "After what happened with the Skrull Invasion, I thought I'd expand my horizons. So, I want to prove myself to you."

Carol, Janet and Peter all whispered to each other, thinking of what to make of this. It was then that footsteps could be heard, Bobbi decided to keep quiet while the footsteps entered the lounge. "You should let her join." a female voice said and instantly Peter recognized who it was. It was a girl around his age with medium length red hair, green eyes and Caucasian skin dressed in a pair of jeans, a pink zip-up sweater and black leather jacket.

"Mary Jane?! What are you doing here?"

Indeed it was Mary Jane Watson, the redhead he told Carol he went to the fall formal with after Betty Brant turned him down. "Well, I saw your new robotic allies and I had to see one of them for myself. What else did you think I was doing here, Tiger?" she asked, causing Janet to giggle.

Carol cleared her throat, "Aren't you gonna introduce us?" she asked.

Peter blinked in forgetfulness. "Oh, where are my manners?" he said. "Mary Jane Watson, meet Janet Van Dyne, the Wasp, her friend, Major Carol Danvers/Ms. Marvel and over here is Bobbi Morse, Mockingbird."

"Hi MJ." Janet said.

"Hey there." Bobbi added.

"Hello Mary Jane." Carol responded, waving at her. "Peter told me about the time you went to the fall formal, and about how Betty Brant turned him down."

"Really?"

"Yep." Janet added. "Betty was my roommate in college, I still can't believe that Flash Thompson got to dress as a cheerleader for Halloween that year."

MJ, Carol and Janet all laughed along with Bobbi who snickered at this. "I know that very funny!" MJ said as Ironhide walked into the room. "Oh, you're one of those Maximals I've heard about on the news earlier."

"Yeah, name's Ironhide." he said. "Nice to meet you, Mary Jane."

Mary Jane was amazed at the sight of an alien robot in front of her, and she felt he was friendly. "Peter Benjamin Parker, you've got some expainlin' to do." she said, with a witty yet stern tone in her voice, making Peter gulp a little loudly.

To Be Continued...

* * *

Well, I hope you enjoyed this first chapter of Maximal Alliance as much as I did. The next one will be even more exciting, I assure you. Granted this is my first time doing a crossover between Avengers: Earth's Mightiest Heroes and Beast Wars Transformers, I may just throw in some things from United They Stand and Transformers Robots In Disguise 2001. Of course, if some of you would like to help, I would appreciate it. Right now, I have to think of how to rewrite this chapter for DeviantArt. So, tell me what you think of that, and I'll see ya next time.

Stick around for Chapter 2: The Arrival Of She-Hulk! Jennifer Walters, attorney at law goes to the Avengers Mansion to visit her cousin Bruce Banner, but things go nutso when Absorbing Man joins the Wrecking Crew and Titania to try and kill Jennifer. During Hulk's battle with the Wrecking Crew, Spider-Man, Cheetor, Wasp, Ms. Marvel, Tigra and Optimus Primal lend a hand. But, just as Titania is about to try and break Spidey's back, Jennifer turns into She-Hulk to stop them. Can this Jade Giantess help Earth's Mightiest Heroes? Find out next time on Avengers: Earth's Mightiest Heroes - Maximal Alliance!

Please read, review, comment and fave. And remember, **NO FLAMES!** See ya later!


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